and Declares $0.23 Quarterly Cash Dividend
Jackson, Miss. – January 24, 2012 – Trustmark Corporation (NASDAQ:TRMK) announced net income available to common shareholders of $106.8 million for the year ended December 31, 2011, which represented diluted earnings per common share of $1.66, an increase of 5.7% compared to figures one year earlier. Trustmark’s performance during 2011 produced a return on average tangible common equity of 12.25% and a return on average assets of 1.11%. In the fourth quarter of 2011, Trustmark’s net income available to common shareholders totaled $24.3 million, which represented diluted earnings per common share of $0.38. Trustmark’s Board of Directors declared a quarterly cash dividend of $0.23 per common share payable March 15, 2012, to shareholders of record on March 1, 2012.
Gerard R. Host, President and CEO, stated, “Trustmark achieved strong financial performance in 2011, particularly in light of the current economic and regulatory environments. We experienced significant improvement in credit quality as reflected by a 17.5% reduction in nonperforming assets, a 40.0% reduction in provisioning for loan losses, and a 43.6% reduction in net charge-offs relative to the prior year. We also made additional inroads in building and strengthening customer relationships as our deposit base increased $521.8 million, or 7.4%, to $7.6 billion at year end 2011.
“We remained active on the acquisition front in 2011. In April, we completed an FDIC assisted transaction of a 90 year-old financial institution with $204.3 million in deposits in Carthage, MS. In November, we announced a merger with Bay Bank & Trust Company, a 76 year-old financial institution with assets of $247.0 million in Panama City, FL. We anticipate this transaction will close during the first quarter of 2012.
“Thanks to our dedicated associates, solid profitability and strong capital base, Trustmark remains well-positioned to continue meeting the needs of our customers and take advantage of opportunities to create value for our shareholders.”
Credit Quality
· | Classified and criticized loans declined $30.1 million and $17.9 million, respectively, relative to the prior quarter |
· | ORE levels declined $10.5 million from the prior quarter |
· | Net charge-offs totaled $6.0 million in the fourth quarter and represented 0.40% of average loans |
During the fourth quarter, nonperforming loans, excluding covered loans (loans with FDIC loss share agreements), increased $10.9 million relative to the prior quarter to total $110.5 million, or 1.82% of total loans. This increase is principally attributable to two credits in the Texas market, which are well-secured based upon current appraisals. Nonperforming loans in Trustmark’s Florida market declined to $23.0 million, marking seven consecutive quarters of improvement. Foreclosed other real estate, excluding covered ORE (ORE covered by FDIC loss share agreements), decreased $10.5 million, or 11.8%, from the prior quarter to total $79.1 million. Collectively, nonperforming assets totaled $189.5 million at December 31, 2011. Trustmark continued to make progress in the resolution of nonperforming assets as balances during the last 12 months decreased $40.1 million, or 17.5%, including a $33.2 million reduction in the Florida market.
Net charge-offs during the fourth quarter totaled $6.0 million and represented 0.40% of average loans, excluding covered loans. The provision for loan losses, excluding covered loans, totaled $6.1 million. During the fourth quarter, Trustmark experienced a $30.1 million, or 8.7%, decline in classified loans and a $17.9 million, or 4.3%, decline in criticized loans relative to the prior quarter. Relative to figures one year earlier, classified loan balances decreased $77.3 million, or 19.7%, while criticized loan balances decreased $80.7 million, or 16.8%.
Allocation of Trustmark’s $89.5 million allowance for loan losses, excluding covered loans, represented 1.91% of commercial loans and 0.76% of consumer and home mortgage loans, resulting in an allowance to total loans of 1.53% as of December 31, 2011. The allowance for loan losses represented 194.2% of nonperforming loans, excluding impaired loans. All of these ratios exclude covered loans and covered other real estate.
Trustmark continued to make significant progress in the resolution of its construction and land development portfolio in Florida. During the last 12 months, this portfolio was reduced by 27.7% to total $95.5 million. At December 31, 2011, the associated reserve for loan losses on this portfolio totaled $10.5 million, or 11.0%. Trustmark remains focused on managing credit risks resulting from current economic and real estate market conditions.
Capital Strength
· | Tangible common equity to tangible assets totaled 9.66% |
· | Total risk-based capital ratio totaled 16.67% |
Consistent profitability of Trustmark’s diversified financial services business, coupled with prudent balance sheet management, continued to be reflected in its solid capital position. At December 31, 2011, tangible common equity totaled $909.9 million and represented 9.66% of tangible assets while the total risk-based capital ratio was 16.67%. Trustmark’s strong capital base provides strategic flexibility to support organic growth as well as acquisition opportunities that strengthen the value of the franchise.
Balance Sheet Management
· | Total loans increased $71.5 million relative to the prior quarter |
· | Average earning assets increased to $8.6 billion in the fourth quarter |
· | Net interest income (FTE) totaled $92.7 million in the fourth quarter |
Loans, including loans held for investment and covered loans, totaled $5.9 billion at December 31, 2011, an increase of $71.5 million from the prior quarter. During the fourth quarter, Trustmark’s commercial and industrial loan portfolio expanded $56.8 million while 1-4 family residential mortgage loans and other loans increased $42.7 million and $21.5 million, respectively. This growth was offset in part by a $22.0 million reduction in indirect auto lending, a $14.5 million decline in nonfarm, nonresidential lending, and a $7.6 million reduction in construction and land development lending.
Average earning assets during the fourth quarter increased $86.3 million, or 1.0%, relative to the prior quarter to total $8.6 billion; growth was attributable to an increase in investment securities and loans. Average deposits decreased $80.5 million, or 1.1%, relative to the prior quarter to total $7.5 billion as growth in noninterest-bearing deposits was more than offset by a seasonal decrease in public funds. Average noninterest-bearing deposits increased 4.7% to represent 25.2% of average deposits in the fourth quarter of 2011.
Prudent asset and liability management, including disciplined loan and deposit pricing, continued to produce solid net interest income and a strong net interest margin. Net interest income (FTE) totaled $92.7 million during the fourth quarter, an increase of $3.4 million from the prior quarter, which resulted in a net interest margin of 4.28%. Net interest income during the fourth quarter included $3.8 million of recovery and accretion resulting from improved cash flows on acquired loans. Excluding this recovery and accretion, the net interest margin was 4.10% during the fourth quarter.
Noninterest Income
· | Noninterest income totaled $159.9 million in 2011 and represented 31.4% of total revenue |
· | Tax credit investments reduced the effective tax rate to 24.5% in the fourth quarter |
Noninterest income totaled $32.8 million in the fourth quarter, a decrease of $11.5 million from the prior quarter. A significant portion of the decline occurred in other noninterest income and was attributable to a $4.2 million write-down of the FDIC indemnification asset resulting from improved cash flow projections on covered loans as well as an increase in partnership amortization of $1.3 million related to tax credit investments, which reduced the Corporation’s effective tax rate during the quarter by approximately 3.5%. In addition, mortgage banking performance included a reduction in the net hedge ineffectiveness of mortgage servicing rights of $3.1 million while insurance revenue experienced a seasonal reduction of $1.4 million. Collectively, these items reduced noninterest income by approximately $10.0 million.
Trustmark continued to achieve solid financial performance from its diverse financial services businesses. During the fourth quarter, mortgage production exceeded $420 million, a 23.5% increase relative to the prior quarter. Mortgage banking income totaled $6.0 million during the fourth quarter and continued to reflect stable mortgage servicing income and increased secondary marketing gains. Insurance revenue totaled $6.1 million in the fourth quarter while income from wealth management services totaled $5.2 million.
Noninterest Expense
· | Noninterest expense remained well-controlled, increasing 1.3% during 2011 |
· | ORE/Foreclosure expense declined 50.9% from the prior quarter to $2.8 million |
Total noninterest expense in 2011 increased $4.2 million, or 1.3%, relative to the prior year. Salary and employee benefit expense increased $4.0 million, or 2.3%, from the prior year due in part to the purchase of Heritage Banking Group from the FDIC in April 2011. During the fourth quarter of 2011, noninterest expense declined $2.5 million, or 2.9%, from the prior quarter to total $83.0 million, principally due to a $2.9 million reduction in ORE/Foreclosure expense.
Trustmark continued to make prudent investments and reallocate resources to support revenue growth and profitability. During the fourth quarter, Trustmark opened a new mortgage banking office in Birmingham, AL, as well as a new banking center in Starkville, MS. In addition, a new corporate office was opened in Tupelo, MS, consolidating existing retail, commercial and mortgage banking as well as wealth management and insurance services into a convenient location that complements Trustmark’s other Tupelo locations.
ADDITIONAL INFORMATION
As previously announced, Trustmark will conduct a conference call with analysts on Wednesday, January 25, 2012, at 10:00 a.m. Central Time to discuss the Corporation’s financial results. Interested parties may listen to the conference call by dialing (877) 317-6789, passcode 10008303, or by clicking on the link provided under the Investor Relations section of our website at www.trustmark.com. A replay of the conference call will also be available through Thursday, February 2, 2012, in archived format at the same web address or by calling (877) 344-7529, passcode 10008303.
Trustmark is a financial services company providing banking and financial solutions through over 150 offices in Florida, Mississippi, Tennessee and Texas.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this document constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future” or the negative of those terms or other words of similar meaning. You should read statements that contain these words carefully because they discuss our future expectations or state other “forward-looking” information. These forward-looking statements include, but are not limited to, statements relating to anticipated future operating and financial performance measures, including net interest margin, credit quality, business initiatives, growth opportunities and growth rates, among other things, and encompass any estimate, prediction, expectation, projection, opinion, anticipation, outlook or statement of belief included therein as well as the management assumptions underlying these forward-looking statements. You should be aware that the occurrence of the events described under the caption “Risk Factors” in Trustmark’s filings with the Securities and Exchange Commission in this report could have an adverse effect on our business, results of operations and financial condition. Should one or more of these risks materialize, or should any such underlying assumptions prove to be significantly different, actual results may vary significantly from those anticipated, estimated, projected or expected.
Risks that could cause actual results to differ materially from current expectations of Management include, but are not limited to, changes in the level of nonperforming assets and charge-offs, local, state and national economic and market conditions, including the extent and duration of the current volatility in the credit and financial markets, changes in our ability to measure the fair value of assets in our portfolio, material changes in the level and/or volatility of market interest rates, the performance and demand for the products and services we offer, including the level and timing of withdrawals from our deposit accounts, the costs and effects of litigation and of unexpected or adverse outcomes in such litigation, our ability to attract noninterest-bearing deposits and other low-cost funds, competition in loan and deposit pricing, as well as the entry of new competitors into our markets through de novo expansion and acquisitions, economic conditions and monetary and other governmental actions designed to address the level and volatility of interest rates and the volatility of securities, currency and other markets, the enactment of legislation and changes in existing regulations, or enforcement practices, or the adoption of new regulations, changes in accounting standards and practices, including changes in the interpretation of existing standards, that affect our consolidated financial statements, changes in consumer spending, borrowings and savings habits, technological changes, changes in the financial performance or condition of our borrowers, changes in our ability to control expenses, changes in our compensation and benefit plans, greater than expected costs or difficulties related to the integration of acquisitions or new products and lines of business, natural disasters, environmental disasters, acts of war or terrorism and other risks described in our filings with the Securities and Exchange Commission.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Except as required by law, we undertake no obligation to update or revise any of this information, whether as the result of new information, future events or developments or otherwise.
Trustmark Investor Contacts:
Louis E. Greer
Treasurer and
Principal Financial Officer
601-208-2310
F. Joseph Rein, Jr.
Senior Vice President
601-208-6898
Trustmark Media Contact:
Melanie A. Morgan
Senior Vice President
601-208-2979
On April 15, 2011, the Mississippi Department of Banking and Consumer Finance closed the Heritage Banking Group (Heritage), a 90-year old financial institution headquartered in Carthage, Mississippi, and appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. On the same date, Trustmark National Bank (TNB) entered into a purchase and assumption agreement with the FDIC in which TNB agreed to assume all of the deposits and purchased essentially all of the assets of Heritage. The FDIC and TNB entered into a loss-share transaction on approximately $151.9 million of Heritage assets, which covers substantially all loans and other real estate. Under the loss share agreement, the FDIC will cover 80% of covered loan and other real estate losses incurred. TNB will reimburse the FDIC for 80% of recoveries with respect to losses for which the FDIC paid TNB the 80% reimbursement of covered losses incurred under the loss share agreement. Because of the loss protection provided by the FDIC, the risk characteristics of the Heritage loans and other real estate are significantly different from those assets not covered by this agreement. As a result, Trustmark will refer to loans and other real estate subject to the loss share agreement as “covered” while loans and other real estate that are not subject to the loss share agreement will be referred to as “excluding covered.” The loss share agreement applicable to single family residential mortgage loans and related foreclosed real estate provides for FDIC loss sharing and TNB’s reimbursement to the FDIC for recoveries of covered losses for ten years from the date on which the loss share agreement was entered. The loss share agreement applicable to commercial loans and related foreclosed real estate provide for FDIC loss sharing for five years from the date on which the loss share agreement was entered and TNB’s reimbursement to the FDIC for recoveries of covered losses for an additional three years thereafter.
The assets purchased and liabilities assumed for the Heritage acquisition have been accounted for under the acquisition method of accounting (formerly the purchase method). The assets and liabilities, both tangible and intangible, are recorded at their estimated fair values as of the acquisition date. The fair value amounts are subject to change for up to one year after the closing date as additional information relating to closing date fair values becomes available. The amounts are also subject to adjustments based upon final settlement with the FDIC.
The statement of assets purchased and liabilities assumed in the Heritage acquisition are presented below at their estimated fair values as of the acquisition date of April 15, 2011 ($ in thousands):
Assets | | | |
Cash and due from banks | | $ | 50,447 | |
Federal funds sold | | | 1,000 | |
Securities available for sale | | | 6,389 | |
LHFI, excluding covered loans | | | 9,644 | |
Covered loans | | | 97,770 | |
Premises and equipment, net | | | 55 | |
Identifiable intangible assets | | | 902 | |
Covered other real estate | | | 7,485 | |
FDIC indemnification asset | | | 33,333 | |
Other assets | | | 218 | |
Total Assets | | | 207,243 | |
| | | | |
Liabilities | | | | |
Deposits | | | 204,349 | |
Short-term borrowings | | | 23,157 | |
Other liabilities | | | 730 | |
Total Liabilities | | | 228,236 | |
| | | | |
Net assets acquired at fair value | | | (20,993 | ) |
Cash received on acquisition | | | 28,449 | |
| | | | |
Bargain purchase gain | | | 7,456 | |
Income taxes | | | 2,852 | |
Bargain purchase gain, net of taxes | | $ | 4,604 | |
The bargain purchase gain represents the net of the estimated fair value of the assets acquired and liabilities assumed and is influenced significantly by the FDIC-assisted transaction process. Under the FDIC-assisted transaction process, only certain assets and liabilities are transferred to the acquirer and, depending on the nature and amount of the acquirer's bid, the FDIC may be required to make a cash payment to the acquirer. The pretax gain of $7.5 million recognized by Trustmark is considered a bargain purchase transaction under FASB ASC Topic 805, “Business Combinations.” The gain was recognized as other noninterest income in Trustmark’s consolidated statements of income for the three months ended June 30, 2011.
During the fourth quarter, Trustmark re-estimated the expected cash flows on the acquired loans of Heritage, as required by FASB ASC 310-30, "Loans and Debt Securities Acquired with Deteriorated Credit Quality." The analysis resulted in improvements in the estimated future cash flows of the acquired loans that remain outstanding as well as lower expected remaining losses on those loans. For acquired loans subject to loss share agreements, improvements in loan values, due to increased expected cash flows, may also reduce the expected loss share receivable from the FDIC. The net result between the quarter’s improved loan values and the lower loss share receivable resulted in a charge during the fourth quarter to Trustmark’s pre-tax net income of $935 thousand and was included in the consolidated statements of income as follows:
· | Net interest income included $3.8 million of recovery and accretion resulting from investment basis recovery on paid off loans and prospective yield adjustments for loan pools with improved cash flows. |
· | Provision for covered loan losses included $624 thousand for impairment on the recorded investment on certain pools. |
· | Other income included a write-down of the FDIC indemnification asset of $4.2 million on covered loans as a result of loan payoffs and improved cash flow projections and lower loss expectations for loan pools. |
In addition, accretable yield increased $9 million due to the re-estimated cash flows on acquired loans. The increase in accretable yield will be recognized as interest income over the remaining average life of the acquired loans, which is estimated to be 19 months. The operations of Heritage are included in Trustmark’s operating results from April 15, 2011, and added total revenues of $13.0 million and net income available to common shareholders of $6.5 million through December 31, 2011.
| TRUSTMARK CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIALS |
Note 2 - Securities Available for Sale and Held to Maturity
The following table is a summary of the estimated fair value of securities available for sale and the amortized cost of securities held to maturity ($ in thousands):
| | 12/31/2011 | | | 9/30/2011 | | | 6/30/2011 | | | 3/31/2011 | | | 12/31/2010 | |
SECURITIES AVAILABLE FOR SALE | | | | | | | | | | | | | | | |
U.S. Government agency obligations | | | | | | | | | | | | | | | |
Issued by U.S. Government agencies | | $ | 3 | | | $ | 5 | | | $ | 7 | | | $ | 10 | | | $ | 12 | |
Issued by U.S. Government sponsored agencies | | | 64,802 | | | | 61,870 | | | | 102,940 | | | | 136,168 | | | | 122,023 | |
Obligations of states and political subdivisions | | | 202,827 | | | | 207,781 | | | | 186,034 | | | | 161,909 | | | | 159,637 | |
Mortgage-backed securities | | | | | | | | | | | | | | | | | | | | |
Residential mortgage pass-through securities | | | | | | | | | | | | | | | | | | | | |
Guaranteed by GNMA | | | 12,445 | | | | 14,637 | | | | 14,990 | | | | 12,079 | | | | 12,442 | |
Issued by FNMA and FHLMC | | | 347,932 | | | | 400,589 | | | | 413,493 | | | | 417,022 | | | | 426,504 | |
Other residential mortgage-backed securities | | | | | | | | | | | | | | | | | | | | |
Issued or guaranteed by FNMA, FHLMC, or GNMA | | | 1,614,965 | | | | 1,579,698 | | | | 1,556,676 | | | | 1,486,872 | | | | 1,400,816 | |
Commercial mortgage-backed securities | | | | | | | | | | | | | | | | | | | | |
Issued or guaranteed by FNMA, FHLMC, or GNMA | | | 226,019 | | | | 212,325 | | | | 124,902 | | | | 95,644 | | | | 55,815 | |
Total securities available for sale | | $ | 2,468,993 | | | $ | 2,476,905 | | | $ | 2,399,042 | | | $ | 2,309,704 | | | $ | 2,177,249 | |
| | | | | | | | | | | | | | | | | | | | |
SECURITIES HELD TO MATURITY | | | | | | | | | | | | | | | | | | | | |
Obligations of states and political subdivisions | | $ | 42,619 | | | $ | 43,246 | | | $ | 46,931 | | | $ | 49,129 | | | $ | 53,246 | |
Mortgage-backed securities | | | | | | | | | | | | | | | | | | | | |
Residential mortgage pass-through securities | | | | | | | | | | | | | | | | | | | | |
Guaranteed by GNMA | | | 4,538 | | | | 5,291 | | | | 5,547 | | | | 5,650 | | | | 6,058 | |
Issued by FNMA and FHLMC | | | 588 | | | | 753 | | | | 753 | | | | 759 | | | | 763 | |
Other residential mortgage-backed securities | | | | | | | | | | | | | | | | | | | | |
Issued or guaranteed by FNMA, FHLMC, or GNMA | | | 7,749 | | | | 19,534 | | | | 32,456 | | | | 52,272 | | | | 78,526 | |
Commercial mortgage-backed securities | | | | | | | | | | | | | | | | | | | | |
Issued or guaranteed by FNMA, FHLMC, or GNMA | | | 2,211 | | | | 2,222 | | | | 2,236 | | | | 2,244 | | | | 2,254 | |
Total securities held to maturity | | $ | 57,705 | | | $ | 71,046 | | | $ | 87,923 | | | $ | 110,054 | | | $ | 140,847 | |
Management continues to focus on asset quality as one of the strategic goals of the securities portfolio, which is evidenced by the investment of approximately 91% of the portfolio in U.S. Government agency-backed obligations and other AAA rated securities. None of the securities owned by Trustmark are collateralized by assets which are considered sub-prime. Furthermore, outside of membership in the Federal Home Loan Bank of Dallas or the Federal Reserve Bank, Trustmark does not hold any equity investment in government sponsored entities.
Note 3 – Loan Composition
LHFI BY TYPE (excluding covered loans) | | 12/31/2011 | | | 9/30/2011 | | | 6/30/2011 | | | 3/31/2011 | | | 12/31/2010 | |
Loans secured by real estate: | | | | | | | | | | | | | | | |
Construction, land development and other land loans | | $ | 474,082 | | | $ | 481,821 | | | $ | 510,867 | | | $ | 552,956 | | | $ | 583,316 | |
Secured by 1-4 family residential properties | | | 1,760,930 | | | | 1,717,366 | | | | 1,737,744 | | | | 1,737,018 | | | | 1,732,056 | |
Secured by nonfarm, nonresidential properties | | | 1,425,774 | | | | 1,437,573 | | | | 1,457,328 | | | | 1,488,711 | | | | 1,498,108 | |
Other real estate secured | | | 204,849 | | | | 207,984 | | | | 208,797 | | | | 216,986 | | | | 231,963 | |
Commercial and industrial loans | | | 1,139,365 | | | | 1,083,753 | | | | 1,082,127 | | | | 1,082,258 | | | | 1,068,369 | |
Consumer loans | | | 243,756 | | | | 268,002 | | | | 332,032 | | | | 357,870 | | | | 402,165 | |
Other loans | | | 608,728 | | | | 587,213 | | | | 577,421 | | | | 528,290 | | | | 544,265 | |
LHFI, excluding covered loans | | | 5,857,484 | | | | 5,783,712 | | | | 5,906,316 | | | | 5,964,089 | | | | 6,060,242 | |
Allowance for loan losses | | | (89,518 | ) | | | (89,463 | ) | | | (86,846 | ) | | | (93,398 | ) | | | (93,510 | ) |
Net LHFI, excluding covered loans | | $ | 5,767,966 | | | $ | 5,694,249 | | | $ | 5,819,470 | | | $ | 5,870,691 | | | $ | 5,966,732 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
COVERED LOANS BY TYPE | | 12/31/2011 | | | 9/30/2011 | | | 6/30/2011 | | | 3/31/2011 | | | 12/31/2010 | |
Loans secured by real estate: | | | | | | | | | | | | | | | | | | | | |
Construction, land development and other land loans | | $ | 4,209 | | | $ | 4,024 | | | $ | 8,477 | | | $ | - | | | $ | - | |
Secured by 1-4 family residential properties | | | 31,874 | | | | 32,735 | | | | 32,124 | | | | - | | | | - | |
Secured by nonfarm, nonresidential properties | | | 30,889 | | | | 33,601 | | | | 35,846 | | | | - | | | | - | |
Other real estate secured | | | 5,126 | | | | 5,294 | | | | 5,363 | | | | - | | | | - | |
Commercial and industrial loans | | | 2,971 | | | | 1,772 | | | | 5,570 | | | | - | | | | - | |
Consumer loans | | | 290 | | | | 158 | | | | 163 | | | | - | | | | - | |
Other loans | | | 1,445 | | | | 1,480 | | | | 1,015 | | | | - | | | | - | |
Covered loans | | | 76,804 | | | | 79,064 | | | | 88,558 | | | | - | | | | - | |
Allowance for loan losses, covered loans | | | (502 | ) | | | - | | | | - | | | | - | | | | - | |
Net covered loans | | $ | 76,302 | | | $ | 79,064 | | | $ | 88,558 | | | $ | - | | | $ | - | |
| TRUSTMARK CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIALS |
Note 3 – Loan Composition (continued) | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | December 31, 2011 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Classified (3) | |
FLORIDA CREDIT QUALITY | | Total Loans | | | | Criticized Loans (1) | | | Special Mention (2) | | | Accruing | | | Nonimpaired Nonaccrual | | | Impaired Nonaccrual (4) | |
Construction, land development and other land loans: | | | | | | | | | | | | | | | | | | |
Lots | | $ | 38,409 | | | $ | 13,371 | | | $ | 934 | | | $ | 9,484 | | | $ | 1,755 | | | $ | 1,198 | |
Development | | | 11,542 | | | | 2,257 | | | | - | | | | - | | | | - | | | | 2,257 | |
Unimproved land | | | 44,085 | | | | 27,011 | | | | 20,038 | | | | 2,750 | | | | 441 | | | | 3,782 | |
1-4 family construction | | | 1,130 | | | | - | | | | - | | | | - | | | | - | | | | - | |
Other construction | | | 287 | | | | 287 | | | | - | | | | 287 | | | | - | | | | - | |
Construction, land development and other land loans | | | 95,453 | | | | 42,926 | | | | 20,972 | | | | 12,521 | | | | 2,196 | | | | 7,237 | |
Commercial, commercial real estate and consumer | | | 270,065 | | | | 58,359 | | | | 9,857 | | | | 34,933 | | | | 2,657 | | | | 10,912 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Florida loans | | $ | 365,518 | | | $ | 101,285 | | | $ | 30,829 | | | $ | 47,454 | | | $ | 4,853 | | | $ | 18,149 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
FLORIDA LOAN LOSS RESERVES BY LOAN TYPE | | Total Loans | | | Loan Loss Reserves | | | Loan Loss Reserve % of Total Loans | | | | | | | | | | |
Construction, land development and other land loans: | | | | | | | | | | | | | | | | | | | | | | | | |
Lots | | $ | 38,409 | | | $ | 4,209 | | | | 10.96 | % | | | | | | | | | | | | |
Development | | | 11,542 | | | | 1,325 | | | | 11.48 | % | | | | | | | | | | | | |
Unimproved land | | | 44,085 | | | | 4,879 | | | | 11.07 | % | | | | | | | | | | | | |
1-4 family construction | | | 1,130 | | | | 21 | | | | 1.86 | % | | | | | | | | | | | | |
Other construction | | | 287 | | | | 72 | | | | 25.09 | % | | | | | | | | | | | | |
Construction, land development and other land loans | | | 95,453 | | | | 10,506 | | | | 11.01 | % | | | | | | | | | �� | | | |
Commercial, commercial real estate and consumer | | | 270,065 | | | | 10,811 | | | | 4.00 | % | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Florida loans | | $ | 365,518 | | | $ | 21,317 | | | | 5.83 | % | | | | | | | | | | | | |
(1) | Criticized loans equal all special mention and classified loans. |
(2) | Special mention loans exhibit potential credit weaknesses that, if not resolved, may ultimately result in a more severe classification. |
(3) | Classified loans include those loans identified by management as exhibiting well-defined credit weaknesses that may jeopardize repayment in full of the debt. |
(4) | All nonaccrual loans over $500 thousand are individually assessed for impairment. Impaired loans have been determined to be collateral dependent and assessed using a fair value approach. Fair value estimates begin with appraised values, normally from recently received and reviewed appraisals. Appraised values are adjusted down for costs associated with asset disposal. At the time a loan is deemed to be impaired, the full difference between book value and the most likely estimate of the asset’s net realizable value is charged off. However, as subsequent events dictate and estimated net realizable values decline, required reserves are established. |
LOAN COMPOSITION - FLORIDA | | 12/31/2011 | | | 9/30/2011 | | | 6/30/2011 | | | 3/31/2011 | | | 12/31/2010 | |
Loans secured by real estate: | | | | | | | | | | | | | | | |
Construction, land development and other land loans | | $ | 95,453 | | | $ | 101,450 | | | $ | 111,131 | | | $ | 122,445 | | | $ | 132,021 | |
Secured by 1-4 family residential properties | | | 57,773 | | | | 62,236 | | | | 65,532 | | | | 69,552 | | | | 72,114 | |
Secured by nonfarm, nonresidential properties | | | 160,409 | | | | 160,701 | | | | 174,655 | | | | 177,943 | | | | 183,250 | |
Other real estate secured | | | 10,847 | | | | 11,046 | | | | 12,852 | | | | 13,472 | | | | 14,038 | |
Commercial and industrial loans | | | 12,823 | | | | 12,670 | | | | 14,267 | | | | 14,774 | | | | 16,053 | |
Consumer loans | | | 1,173 | | | | 1,241 | | | | 1,256 | | | | 1,476 | | | | 1,487 | |
Other loans | | | 27,040 | | | | 27,252 | | | | 27,471 | | | | 27,694 | | | | 25,488 | |
Loans | | $ | 365,518 | | | $ | 376,596 | | | $ | 407,164 | | | $ | 427,356 | | | $ | 444,451 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CONSTRUCTION, LAND DEVELOPMENT AND OTHER LAND LOANS - FLORIDA | | | | | | | | | | | | | | | | | |
Lots | | $ | 38,409 | | | $ | 41,099 | | | $ | 42,990 | | | $ | 44,742 | | | $ | 46,907 | |
Development | | | 11,542 | | | | 11,885 | | | | 13,086 | | | | 20,524 | | | | 21,144 | |
Unimproved land | | | 44,085 | | | | 47,303 | | | | 49,910 | | | | 52,177 | | | | 57,811 | |
1-4 family construction | | | 1,130 | | | | 872 | | | | 1,130 | | | | 1,078 | | | | 2,277 | |
Other construction | | | 287 | | | | 291 | | | | 4,015 | | | | 3,924 | | | | 3,882 | |
Construction, land development and other land loans | | $ | 95,453 | | | $ | 101,450 | | | $ | 111,131 | | | $ | 122,445 | | | $ | 132,021 | |
| TRUSTMARK CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIALS |
Note 4 – Yields on Earning Assets and Interest-Bearing Liabilities
The following table illustrates the yields on earning assets by category as well as the rates paid on interest-bearing liabilities on a tax equivalent basis:
| | Quarter Ended | | | Year Ended | |
| | 12/31/2011 | | | 9/30/2011 | | | 6/30/2011 | | | 3/31/2011 | | | 12/31/2010 | | | 12/31/2011 | | | 12/31/2010 | |
Securities – Taxable | | | 3.02 | % | | | 3.26 | % | | | 3.69 | % | | | 3.77 | % | | | 3.90 | % | | | 3.43 | % | | | 4.29 | % |
Securities – Nontaxable | | | 4.53 | % | | | 4.39 | % | | | 4.79 | % | | | 5.02 | % | | | 4.97 | % | | | 4.67 | % | | | 5.47 | % |
Securities – Total | | | 3.13 | % | | | 3.35 | % | | | 3.77 | % | | | 3.87 | % | | | 3.99 | % | | | 3.52 | % | | | 4.39 | % |
Loans | | | 5.37 | % | | | 5.18 | % | | | 5.25 | % | | | 5.25 | % | | | 5.29 | % | | | 5.26 | % | | | 5.32 | % |
FF Sold & Rev Repo | | | 0.38 | % | | | 0.34 | % | | | 0.41 | % | | | 0.39 | % | | | 0.44 | % | | | 0.38 | % | | | 0.39 | % |
Other Earning Assets | | | 3.72 | % | | | 4.04 | % | | | 4.17 | % | | | 2.81 | % | | | 3.15 | % | | | 3.60 | % | | | 3.53 | % |
Total Earning Assets | | | 4.71 | % | | | 4.66 | % | | | 4.83 | % | | | 4.86 | % | | | 4.94 | % | | | 4.76 | % | | | 5.09 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest-bearing Deposits | | | 0.54 | % | | | 0.61 | % | | | 0.66 | % | | | 0.70 | % | | | 0.77 | % | | | 0.63 | % | | | 0.88 | % |
FF Pch & Repo | | | 0.15 | % | | | 0.19 | % | | | 0.22 | % | | | 0.21 | % | | | 0.23 | % | | | 0.19 | % | | | 0.20 | % |
Other Borrowings | | | 2.22 | % | | | 2.75 | % | | | 2.76 | % | | | 1.72 | % | | | 1.65 | % | | | 2.26 | % | | | 1.81 | % |
Total Interest-bearing Liabilities | | | 0.58 | % | | | 0.65 | % | | | 0.70 | % | | | 0.71 | % | | | 0.76 | % | | | 0.66 | % | | | 0.87 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net interest margin | | | 4.28 | % | | | 4.17 | % | | | 4.29 | % | | | 4.30 | % | | | 4.36 | % | | | 4.26 | % | | | 4.41 | % |
As previously mentioned in Note 1 – Business Combinations, the fourth quarter’s net interest income included $3.8 million associated with the re-estimation of cash flows required by FASB ASC 310-30 accounting guidelines. This re-estimation increased the yield on loans and earning assets by 25 basis points and 17 basis points, respectively. Excluding this adjustment, the core net interest margin for the quarter and year ended December 31, 2011, equaled 4.10% and 4.21%, respectively. The decline in the core net interest margin during the fourth quarter is primarily due to the downward repricing of TNB’s fixed rate assets as well as accelerated premium amortization related to the investment portfolio.
Note 5 – Mortgage Banking
Trustmark utilizes a portfolio of exchange-traded derivative instruments, such as Treasury note futures contracts and exchange-traded option contracts, to achieve a fair value return that offsets the changes in fair value of MSR attributable to interest rates. These transactions are considered freestanding derivatives that do not otherwise qualify for hedge accounting. Changes in the fair value of these exchange-traded derivative instruments are recorded in noninterest income in mortgage banking, net and are offset by the changes in the fair value of MSR. The MSR fair value represents the present value of future cash flows, which among other things includes decay and the effect of changes in interest rates. Ineffectiveness of hedging the MSR fair value is measured by comparing the total hedge cost to the changes in the fair value of the MSR asset attributable to interest rate changes. The impact of this strategy resulted in a net positive ineffectiveness of $4.4 million and $7.3 million for the years ended December 31, 2011 and 2010, respectively.
The following table illustrates the components of mortgage banking revenues included in noninterest income in the accompanying income statements:
| | Quarter Ended | | | Year Ended | |
| | | 12/31/2011 | | | | 9/30/2011 | | | 6/30/2011 | | | 3/31/2011 | | | | 12/31/2010 | | | | 12/31/2011 | | | 12/31/2010 | |
Mortgage servicing income, net | | $ | 3,725 | | | $ | 3,738 | | | $ | 3,713 | | | $ | 3,614 | | | $ | 3,577 | | | $ | 14,790 | | | $ | 13,927 | |
Change in fair value-MSR from runoff | | | (2,122 | ) | | | (2,039 | ) | | | (1,455 | ) | | | (1,291 | ) | | | (2,506 | ) | | | (6,907 | ) | | | (7,305 | ) |
Gain on sales of loans, net | | | 4,633 | | | | 2,366 | | | | 1,852 | | | | 3,101 | | | | 5,754 | | | | 11,952 | | | | 15,317 | |
Other, net | | | 133 | | | | 2,926 | | | | 448 | | | | (965 | ) | | | (2,016 | ) | | | 2,542 | | | | 94 | |
Mortgage banking income before hedge ineffectiveness | | | 6,369 | | | | 6,991 | | | | 4,558 | | | | 4,459 | | | | 4,809 | | | | 22,377 | | | | 22,033 | |
Change in fair value-MSR from market changes | | | (2,842 | ) | | | (7,614 | ) | | | (4,931 | ) | | | 257 | | | | 5,870 | | | | (15,130 | ) | | | (8,943 | ) |
Change in fair value of derivatives | | | 2,511 | | | | 10,406 | | | | 6,642 | | | | 6 | | | | (6,177 | ) | | | 19,565 | | | | 16,255 | |
Net (negative) positive hedge ineffectiveness | | | (331 | ) | | | 2,792 | | | | 1,711 | | | | 263 | | | | (307 | ) | | | 4,435 | | | | 7,312 | |
Mortgage banking, net | | $ | 6,038 | | | $ | 9,783 | | | $ | 6,269 | | | $ | 4,722 | | | $ | 4,502 | | | $ | 26,812 | | | $ | 29,345 | |
During the first quarter of 2010, Trustmark completed the final settlement of the sale of approximately $920.9 million in mortgages serviced for others, which reduced Trustmark’s MSR by approximately $8.5 million. In addition, during December of 2010, Trustmark purchased approximately $53.9 million of GNMA serviced loans, which were subsequently sold to a third party. Trustmark will retain the servicing for these loans, which are fully guaranteed by FHA/VA. The effect of these transactions did not have a material impact on Trustmark's results of operations.
| TRUSTMARK CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIALS |
Note 6 – Other Noninterest Income
Other noninterest income consisted of the following for the periods presented ($ in thousands):
| | Quarter Ended | | | Year Ended | |
| | | 12/31/2011 | | | | 9/30/2011 | | | | 6/30/2011 | | | 3/31/2011 | | | | 12/31/2010 | | | | 12/31/2011 | | | | 12/31/2010 | |
Partnership amortization for tax credit purposes | | $ | (2,690 | ) | | $ | (1,417 | ) | | $ | (1,137 | ) | | $ | (1,122 | ) | | $ | (2,031 | ) | | $ | (6,366 | ) | | $ | (4,504 | ) |
Bargain purchase gain on acquisition | | | - | | | | - | | | | 7,456 | | | | - | | | | - | | | | 7,456 | | | | - | |
Decrease in FDIC indemnification asset | | | (4,157 | ) | | | - | | | | - | | | | - | | | | - | | | | (4,157 | ) | | | - | |
Other miscellaneous income | | | 1,919 | | | | 1,651 | | | | 1,466 | | | | 1,884 | | | | 4,101 | | | | 6,920 | | | | 8,997 | |
Total other, net | | $ | (4,928 | ) | | $ | 234 | | | $ | 7,785 | | | $ | 762 | | | $ | 2,070 | | | $ | 3,853 | | | $ | 4,493 | |
Trustmark invests in partnerships that provide income tax credits on a Federal and/or State basis (i.e., new market tax credits, low income housing tax credits or historical tax credits). These investments are recorded based on the equity method of accounting, which requires the equity in partnership losses to be recognized when incurred and are recorded as a reduction in other income. The income tax credits related to these partnerships are utilized as specifically allowed by income tax law and are recorded as a reduction in income tax expense.
As previously mentioned in Note 1 – Business Combinations, other income included a write-down of the FDIC indemnification asset of $4.2 million on covered loans as a result of loan payoffs and improved cash flow projections and lower loss expectations for loan pools.
Note 7 – Non-GAAP Financial Measures
In addition to capital ratios defined by generally accepted accounting principles (GAAP) and banking regulators, Trustmark utilizes various tangible common equity measures when evaluating capital utilization and adequacy. Tangible common equity, as defined by Trustmark, represents common equity less goodwill and identifiable intangible assets.
Trustmark believes these measures are important because they reflect the level of capital available to withstand unexpected market conditions. Additionally, presentation of these measures allows readers to compare certain aspects of Trustmark’s capitalization to other organizations. These ratios differ from capital measures defined by banking regulators principally in that the numerator excludes shareholders’ equity associated with preferred securities, the nature and extent of which varies across organizations.
These calculations are intended to complement the capital ratios defined by GAAP and banking regulators. Because GAAP does not include these capital ratio measures, Trustmark believes there are no comparable GAAP financial measures to these tangible common equity ratios. Despite the importance of these measures to Trustmark, there are no standardized definitions for them and, as a result, Trustmark’s calculations may not be comparable with other organizations. Also there may be limits in the usefulness of these measures to investors. As a result, Trustmark encourages readers to consider its consolidated financial statements in their entirety and not to rely on any single financial measure. The following table reconciles Trustmark’s calculation of these measures to amounts reported under GAAP.
| TRUSTMARK CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIALS |
Note 7 - Non-GAAP Financial Measures (continued) | | | | | | | | | | | | | | | | | | | | | |
| | | | Quarter Ended | | | Year Ended | |
| | | | 12/31/2011 | | | 9/30/2011 | | | 6/30/2011 | | | 3/31/2011 | | | 12/31/2010 | | | 12/31/2011 | | | 12/31/2010 | |
TANGIBLE COMMON EQUITY | | | | | | | | | | | | | | | | | | | | | | |
AVERAGE BALANCES | | | | | | | | | | | | | | | | | | | | | | |
Total shareholders' common equity | | | $ | 1,223,101 | | | $ | 1,211,434 | | | $ | 1,181,776 | | | $ | 1,159,898 | | | $ | 1,160,058 | | | $ | 1,194,273 | | | $ | 1,144,481 | |
Less: | Goodwill | | | | (291,104 | ) | | | (291,104 | ) | | | (291,104 | ) | | | (291,104 | ) | | | (291,104 | ) | | | (291,104 | ) | | | (291,104 | ) |
| Identifiable intangible assets | | | | (14,550 | ) | | | (15,343 | ) | | | (15,976 | ) | | | (16,003 | ) | | | (16,835 | ) | | | (15,464 | ) | | | (18,149 | ) |
Total average tangible common equity | | | $ | 917,447 | | | $ | 904,987 | | | $ | 874,696 | | | $ | 852,791 | | | $ | 852,119 | | | $ | 887,705 | | | $ | 835,228 | |
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PERIOD END BALANCES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total shareholders' common equity | | | $ | 1,215,037 | | | $ | 1,221,606 | | | $ | 1,192,770 | | | $ | 1,160,229 | | | $ | 1,149,484 | | | | | | | | | |
Less: | Goodwill | | | | (291,104 | ) | | | (291,104 | ) | | | (291,104 | ) | | | (291,104 | ) | | | (291,104 | ) | | | | | | | | |
| Identifiable intangible assets | | | | (14,076 | ) | | | (14,861 | ) | | | (15,651 | ) | | | (15,532 | ) | | | (16,306 | ) | | | | | | | | |
Total tangible common equity | (a) | | $ | 909,857 | | | $ | 915,641 | | | $ | 886,015 | | | $ | 853,593 | | | $ | 842,074 | | | | | | | | | |
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TANGIBLE ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | | $ | 9,727,007 | | | $ | 9,705,291 | | | $ | 9,698,451 | | | $ | 9,514,462 | | | $ | 9,553,902 | | | | | | | | | |
Less: | Goodwill | | | | (291,104 | ) | | | (291,104 | ) | | | (291,104 | ) | | | (291,104 | ) | | | (291,104 | ) | | | | | | | | |
| Identifiable intangible assets | | | | (14,076 | ) | | | (14,861 | ) | | | (15,651 | ) | | | (15,532 | ) | | | (16,306 | ) | | | | | | | | |
Total tangible assets | (b) | | $ | 9,421,827 | | | $ | 9,399,326 | | | $ | 9,391,696 | | | $ | 9,207,826 | | | $ | 9,246,492 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Risk-weighted assets | (c) | | $ | 6,576,953 | | | $ | 6,522,468 | | | $ | 6,556,690 | | | $ | 6,536,056 | | | $ | 6,672,174 | | | | | | | | | |
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NET INCOME ADJUSTED FOR INTANGIBLE AMORTIZATION | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income available to common shareholders | | | $ | 24,258 | | | $ | 26,968 | | | $ | 31,602 | | | $ | 24,013 | | | $ | 25,160 | | | $ | 106,841 | | | $ | 100,636 | |
Plus: | Intangible amortization net of tax | | | | 493 | | | | 489 | | | | 483 | | | | 480 | | | | 538 | | | | 1,945 | | | | 2,173 | |
Net income adjusted for intangible amortization | | $ | 24,751 | | | $ | 27,457 | | | $ | 32,085 | | | $ | 24,493 | | | $ | 25,698 | | | $ | 108,786 | | | $ | 102,809 | |
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Period end common shares outstanding | (d) | | | 64,142,498 | | | | 64,119,235 | | | | 64,119,235 | | | | 63,987,064 | | | | 63,917,591 | | | | | | | | | |
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TANGIBLE COMMON EQUITY MEASUREMENTS | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Return on average tangible common equity 1 | | | | 10.70 | % | | | 12.04 | % | | | 14.71 | % | | | 11.65 | % | | | 11.96 | % | | | 12.25 | % | | | 12.31 | % |
Tangible common equity/tangible assets | (a)/(b) | | | 9.66 | % | | | 9.74 | % | | | 9.43 | % | | | 9.27 | % | | | 9.11 | % | | | | | | | | |
Tangible common equity/risk-weighted assets | (a)/(c) | | | 13.83 | % | | | 14.04 | % | | | 13.51 | % | | | 13.06 | % | | | 12.62 | % | | | | | | | | |
Tangible common book value | (a)/(d)*1,000 | | $ | 14.18 | | | $ | 14.28 | | | $ | 13.82 | | | $ | 13.34 | | | $ | 13.17 | | | | | | | | | |
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TIER 1 COMMON RISK-BASED CAPITAL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total shareholders' equity | | | $ | 1,215,037 | | | $ | 1,221,606 | | | $ | 1,192,770 | | | $ | 1,160,229 | | | $ | 1,149,484 | | | | | | | | | |
Eliminate qualifying AOCI | | | | (3,121 | ) | | | (19,606 | ) | | | (3,674 | ) | | | 11,623 | | | | 11,426 | | | | | | | | | |
Qualifying tier 1 capital | | | | 60,000 | | | | 60,000 | | | | 60,000 | | | | 60,000 | | | | 60,000 | | | | | | | | | |
Disallowed goodwill | | | | (291,104 | ) | | | (291,104 | ) | | | (291,104 | ) | | | (291,104 | ) | | | (291,104 | ) | | | | | | | | |
Adj to goodwill allowed for deferred taxes | | | | 11,625 | | | | 11,273 | | | | 10,920 | | | | 10,568 | | | | 10,215 | | | | | | | | | |
Other disallowed intangibles | | | | (14,076 | ) | | | (14,861 | ) | | | (15,651 | ) | | | (15,532 | ) | | | (16,306 | ) | | | | | | | | |
Disallowed servicing intangible | | | | (4,327 | ) | | | (4,366 | ) | | | (5,011 | ) | | | (5,360 | ) | | | (5,115 | ) | | | | | | | | |
Total tier 1 capital | | | $ | 974,034 | | | $ | 962,942 | | | $ | 948,250 | | | $ | 930,424 | | | $ | 918,600 | | | | | | | | | |
Less: | Qualifying tier 1 capital | | | | (60,000 | ) | | | (60,000 | ) | | | (60,000 | ) | | | (60,000 | ) | | | (60,000 | ) | | | | | | | | |
Total tier 1 common capital | (e) | | $ | 914,034 | | | $ | 902,942 | | | $ | 888,250 | | | $ | 870,424 | | | $ | 858,600 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tier 1 common risk-based capital ratio | (e)/(c) | | | 13.90 | % | | | 13.84 | % | | | 13.55 | % | | | 13.32 | % | | | 12.87 | % | | | | | | | | |
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1 Calculation = ((net income adjusted for intangible amortization/number of days in period)*number of days in year)/total average tangible common equity | | | | | | | | | | | | | |